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Item 4.4 Wallis Ranch Final Map Tr 8252
or nU,�� 19 82 STAFF REPORT CITY CLERK CITY COUNCIL File #600-60 DATE: September 1, 2015 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager " SUBJECT: Approval of Final Map, Tract Improvement Agreement and Agreement for Long- Term Encroachment for Landscape Features for Tract 8252, Wallis Ranch (Development Solutions WR, LLC) Prepared by Jayson Imai, Senior Civil Engineer EXECUTIVE SUMMARY: Development Solutions WR, LLC, a Delaware Limited Liability Company, is filing a Final Map for Tract 8252 (Wallis Ranch) to re-subdivide Tract 7515 into 9 large-lot "neighborhood" parcels for future residential development, parcel for future park purposes, 12 common area/open space parcels, 1 parcel for a private neighborhood park, 2 parcels for public parks, 2 "lettered" parcels for public streets, and 2 "lettered" parcels to provide private access and utilities to the remaining parcels of Tract 8252. Tract 8252 is bounded on the east by Tassajara Road, on the north by Contra Costa County, and on the west by Camp Parks. FINANCIAL IMPACT: The developer has signed an Improvement Agreement and has posted bonds to guarantee the construction of tract improvements associated with Tract 8252. The Performance Bond and Labor and Material Bond amounts are for 100% of the estimated cost to construct the improvements and are summarized in the table below. Purpose of Bond , Number - Amount of Bond , On-Site Phase 1 Backbone Improvements - K09217095 $5,381,361.00 Faithful Performance On-Site Phase 1 Backbone Improvements - K09217095 $5,381,361.00 Labor and Materials On-Site Underground Only K09142605 $1,377,760.00 Backbone Improvements - Faithful Performance On-Site Underground Only K09142605 $1,377,760.00 Backbone Improvements - Labor and Materials On-Site Phase 2 Backbone K09217411 $1,488,740.00 Improvements - Faithful Performance On-Site Phase 2 Backbone K09217411 $1,488,740.00 Improvements - Labor and Materials The developer will be responsible for all construction inspection costs related to both public and private improvements required for Tract 8252. Once the public improvements are accepted, the Page 1 of 3 ITEM NO. 4.4 City will incur maintenance costs for City-maintained improvements within Tract 8252. Maintenance cost information will be provided at the time of improvement acceptance. The Homeowners' Association will be responsible for maintaining the project-related landscape features within the public right-of-way and for maintaining stormwater treatment measures constructed with this project. Private streets internal to the proposed subdivision will also be owned and maintained by the Homeowner's Association. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Approving Final Map and Tract Improvement Agreement for Tract 8252, Wallis Ranch; and, adopt the Resolution Approving the Agreement for Long-Term Encroachment for Landscape Features for Tract 8252, Wallis Ranch. Public Works By _�� �eviewed By Director Administrative Services Director DESCRIPTION: On September 16, 20147 City Council approved the Final Map for Tract 7515 (Resolution No. 155-14), which subdivided the project site into large-lot parcels for future development. Development Solutions WR, LLC, a Delaware Limited Liability Company, is now filing a Final Map for Tract 8252, Wallis Ranch, to re-subdivide Tract 7515 into 9 large-lot "neighborhood" parcels for future residential development, 1 parcel for future public park purposes, 12 common area/open space parcels, 1 parcel for a private neighborhood park, 2 parcels for public parks, 2 "lettered" parcels for public streets, and 2 "lettered" parcels to provide private access and utilities to the remaining parcels of Tract 8252 (Attachment 1). The Final Map for Tract 8252 dedicates the rights-of-way for Tassajara Road, Rutherford Drive, and Wallis Ranch Drive, as well as public service easements, emergency vehicle access easements, and storm drain easements. The Final Map also dedicates a 3.99-acre (Parcel 16) and 3.60-acre (Parcel 21) public park parcel to the City of Dublin. Parcel 22 of Tract 8252 is currently designated as Semi-Public land. On August 18, 2015, the City Council approved initiation of a study of the Eastern Dublin Specific Plan to change the land use designation of Parcel 22 from Semi-Public to Parks/Public Recreation. This item is tentatively scheduled to be heard by the Planning Commission on September 22, 2015 and by City Council on October 6, 2015. In anticipation of the change in land use, the Final Map for Tract 8252 dedicates the 1.26-acre Parcel 22 for future park purposes. The Final Map for Tract 8252 has been reviewed and found to be in conformance with the Vesting Tentative Tract Map 7515 and the Conditions of Approval. The Developer is responsible for the construction of all on-site "backbone" roadway and infrastructure improvements within Tract 8252 as identified on the Vesting Tentative Map. The Developer has submitted an executed Tract Improvement Agreement, together with the required Faithful Performance and Labor and Material Bonds to guarantee the construction of these improvements. Page 2 of 3 Per the Planned Development Rezoning with Amended Stage 1 and Stage 2 Development Plans for Wallis Ranch adopted by City Council on June 3, 2014 (Ordinance No. 11-14), the off- site improvements on Tassajara Road and Fallon Road, as defined in the Conditions of Approval for Vesting Tentative Map 7515 (Resolution No. 68-14), shall be constructed by the developer of the first neighborhood within Wallis Ranch for which a subsequent Final Map is approved. The construction of these off-site improvements is not included with Tract 8252. The Agreement for Long Term Encroachment for Landscape Features for Tract 8252 provides for the Homeowners' Association to maintain project-related landscape features within the public rights-of-way along Wallis Ranch Drive, Rutherford Drive and Tassajara Road, including planter strips, sidewalks, street trees, and street tree wells. Staff has prepared a Resolution Approving Final Map and Tract Improvement Agreement for Tract 8252, Wallis Ranch (Attachments 2 and 3) and a Resolution Approving the Agreement for Long-Term Encroachment for Landscape Features for Tract 8252, Wallis Ranch (Attachments 4 and 5). Park Land Dedication Requirements Pursuant to Dublin Municipal Code Chapter 9.28, a subdivider is required to dedicate park land or pay a fee in-lieu of dedicating such land as a condition of final map approval. All lots created by Tract 8252 are for future development; therefore, park land dedication is not required with this Final Map. Parkland dedications requirements will be satisfied by the developer(s) of each subsequent final map within Tract 8252. However, the Conditions of Approval for Vesting Tentative Tract Map 7515 require the Developer to dedicate those certain park parcels identified on said Vesting Tentative Tract Map with this Final Map. As such, in accordance with the Conditions of Approval, the Final Map for Tract 8252 dedicates a 3.99-acre parcel (Parcel 16) and 3.60-acre parcel (Parcel 21), in fee, to the City of Dublin for park purposes. In addition, as discussed above, the Final Map for Tract 8252 dedicates a 1.26-acre parcel (Parcel 22) for future park purposes. Per the Conditions of Approval for Vesting Tentative Tract Map 7515, the City will accept the park land subject to improvements. Parkland credits will not be provided to the Developer until the required improvements have been completed or an agreement with the City is executed to guarantee the completion of the improvements. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Public noticing occurred as part of the Tentative Map process. Approval of the Final Map is affirmation of the Final Map's concurrence with the approved Tentative Map. Copies of this report have been provided to Development Solutions WR, LLC. ATTACHMENTS: 1. Reduced Copy of Final Tract Map 8252 2. Resolution Approving Final Map and Tract Improvement for Tract 8252, Wallis Ranch 3. Exhibit "A" to Resolution, Tract Improvement Agreement 4. Resolution Approving the Agreement for Long-Term Encroachment for Landscape Feature for Tract 8252, Wallis Ranch 5. Exhibit "A" to Resolution, Long Term Encroachment Agreement Page 3 of 3 - LU m--_ W ol - - - N - ° ° o °� —i _ W F - w a w w z z > - w - - w - � ��w w - - - - z o _ wO -� w =ILL F — a Z — W _ °o °p H- a m - w _ - =o 0. 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VIII u� IIII 0 u7 1111 _ o IIII I IIIIIIII � - _ � VIII U z m IIII �X IIII IIII r _ IIII IIII -1 o i .a z m IIIIIIII IIII ye 0 U IIII IIII N K w IIII IIII d IIII 0. 0 z IIII III IIII IIII IIII IIII IIII 1111A 1111A 1111A 1111A 1111A 1111A 1111A 1111A 1111A 1111A 11III I�i������ ����������������������������������������������������������������������������� �������������������������������������IV, VIII RESOLUTION NO. - 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING FINAL MAP AND TRACT IMPROVEMENT AGREEMENT FOR TRACT 8252, WALLIS RANCH WHEREAS, the Final Map for Tract 8252, in the incorporated territory of the City of Dublin, State of California, has been presented to this City Council for approval, all in accordance with provisions of the Subdivision Map Act of the State of California and the City of Dublin Municipal Code; and WHEREAS, the Developer, Development Solutions WR, LLC, a Delaware Limited Liability Company, has executed and filed with the City of Dublin a Tract Improvement Agreement for Tract 8252 to improve required subdivision improvements in accordance with the Conditions of Approval for the Tentative Map, and with the improvement plans attached thereto; and WHEREAS, said Tract Improvement Agreement is secured by the following bonds furnished by Westchester Fire Insurance Company • $5,381,361.00 for the On-site Backbone Phase 1 Improvements (Bond No. K09217095) • $1,377,760.00 for On-site Underground Only Backbone Improvements (Bond No. K09142605) • $1,488,740.00 for the On-site Backbone Phase 2 Improvements (Bond No. K09217411) conditioned upon faithful performance of said Agreement; and WHEREAS, said Tract Improvement Agreement is secured by the following bonds furnished by Westchester Fire Insurance Company • $5,381,361.00 for the On-site Backbone Phase 1 Improvements (Bond No. K09217095) • $1,377,760.00 for On-site Underground Only Backbone Improvements (Bond No. K09142605) • $1,488,740.00 for the On-site Backbone Phase 2 Improvements (Bond No. K09217411) conditioned upon payment for labor performed or material furnished under the terms of said Agreement; NOW, THEREFORE, BE IT RESOLVED that said Tract Improvement Agreement and bonds are hereby approved. BE IT FURTHER RESOLVED that the City Manager of the City of Dublin is hereby authorized to execute said Tract Improvement Agreement, attached hereto as Exhibit "A." 1 BE IT FURTHER RESOLVED that the Final Map of Tract 8252 be and the same is hereby approved, and that rights to the areas marked as Parcel "A" (Wallis Ranch Drive and Rutherford Drive), Parcel "D" (Tassajara Road), Public Service Easement (PSE), Emergency Vehicle Access Easement (EVAE), Storm Drain Easement (SDE), Parcel 16 (park land), Parcel 21 (park land), and Parcel 22 (future park land), offered for dedication for public use in conformity with the terms of dedication be, and they are hereby accepted, subject to improvement, and that the Clerk of this City Council is hereby directed to transmit said Map to the County Recorder for filing. PASSED, APPROVED AND ADOPTED this 1st day of September, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 2 CITY OF DUBLIN TRACT IMPROVEMENT AGREEMENT TRACT 8252 This agreement ("Agreement") is made and entered into this 18th day of August, 2015, by and between the City of Dublin, a municipal corporation, hereinafter referred to as "CITY", and DEVELOPMENT SOLUTIONS WR, LLC, a Delaware Limited Liability Company, hereinafter referred to as "DEVELOPER". RECITALS WHEREAS, it has been determined by the CITY Council of the CITY of Dublin, State of California, that DEVELOPER, the subdivider of Tract No. 8252, desires to improve the improvements (hereafter"The Improvements") required by City of Dublin City Council Resolution No. 68-14 adopted on May 20, 2014 and set forth in those certain plans for the development entitled: • Improvement Plans—Backbone Infrastructure- Wallis Ranch, prepared by MacKay & Somps, and signed by the City Engineer • Improvement Plans—Backbone Infrastructure (Phase 11) - Wallis Ranch, prepared by MacKay & Somps, and,signed by the City Engineer • Joint Trench, Public Street Lighting, and Private Street Lighting Plans—Backbone Infrastructure— Tract 8252— Wallis Ranch, prepared by Giacalone Design Services, Inc., with any modifications for approval by the City Engineer • Joint Trench and Private Street Lighting Plans—Backbone Infrastructure Phase It— Tract 8252— Wallis Ranch, prepared by Giacalone Design Services, Inc., with any modifications for approval by the City Engineer • Landscape Plans—Backbone— Tract 8252— Wallis Ranch, prepared by Gates &Associates, and signed by the City Engineer • Landscape Plans—Backbone Phase 2— Tract 8252— Wallis Ranch, prepared by Gates & Associates, with any modifications for approval by the City Engineer • Temporary Traffic Signal Modification Plans— Tassajara Road at Quarry Lane School— Wallis Ranch, prepared by TJKM, with any modifications for approval by the City Engineer approved by the City on 2015 and now on file in the office of the City Engineer, which are hereby referred to for a more definite and distinct description of the work to be performed under this Agreement as though set forth at length herein; WHEREAS, DEVELOPER intends to satisfactorily complete The Improvements within the time hereinafter specified, and CITY intends to accept DEVELOPER's offer(s) of dedication of The Improvements in consideration for DEVELOPER's satisfactory performance of the terms and conditions of this Agreement; and WHEREAS, CITY has determined that the portion.of The Improvements that will be accepted by the City as Public improvements are a public works subject to California prevailing wage requirements: NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein contained, the parties agree as follows: 1. Completion Time. 1 DEVELOPER shall complete The Improvements not later than two years following the date of execution. Time is of the essence in this Agreement. Upon completion, DEVELOPER shall furnish CITY with a complete and reproducible set of final Record Drawings of The Improvements, including any modifications made during construction. 2. Estimated Cost of Improvements. The estimated cost of constructing The Improvements required by this Agreement are presented in the following bond estimates, prepared by MacKay & Somps, and are agreed to be as follows: • Backbone Improvement Plans - Phase 1 — Underground Only (2118/15) $1,377,760.00 • Backbone Improvement Plans (4/9/15) $5,381,361.00 • Backbone Phase II Improvement Plans (5115/15) $1,488,740.00 The amount includes costs and reasonable expenses and fees which may be incurred in enforcing the obligation secured. The amount reflects that the Tract 8252 Improvements are currently 0% complete (bond is for 100% of the full amount). The bond estimates are attached as Exhibit A to this Agreement. Bonds Furnished. Concurrently with the execution of this Agreement, DEVELOPER shall furnish CITY with the following security in a form satisfactory to the CITY Attorney: Faithful Performance. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general surety business in the State of California, or an instrument of credit equivalent to one hundred per cent (100%) of the estimate set forth in Paragraph 2 and sufficient to assure CITY that The Improvements will be satisfactorily completed (collectively, the"Faithful Performance Bond"). Labor and Materials. Either a cash deposit, a corporate surety bond issued by a company duly and legally licensed to conduct a general surety business in the State of California, or an instrument of credit equivalent to one-hundred per cent (100%) of the estimate set forth in Paragraph 2 and sufficient to assure CITY that DEVELOPER'S contractors, subcontractors, and other persons furnishing labor, materials, or equipment shall be paid therefore (collectively, the "Labor and Materials Bond"). CITY shall be the sole indemnitee named on any instrument required by this Agreement. Any instrument or deposit required herein shall conform with the provisions of Chapter 5 of the Subdivision Map Act. 3. Insurance Required. Prior to commencing construction of The Improvements, DEVELOPER shall obtain or cause to be obtained and filed with the CITY, all insurance required under this paragraph. Prior to the commencement of work under this Agreement, DEVELOPER's general contractor(if different than Developer) shall obtain or cause to be obtained and filed with the Administrative Services Director, all insurance required under this paragraph_ DEVELOPER shall not allow any contractor or subcontractor to commence work on this Agreement until all insurance required for DEVELOPER and DEVELOPER's general contractor shall have been so obtained and approved. The insurance shall be 2 maintained in full force and effect until the completion of work under this Agreement and the final acceptance thereof by CITY. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. A. Minimum Scope of Insurance_ Coverage shall be at least as broad as: 1) Insurance Services Office form number GL 0002 (Ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence"form CG 0001.) 2) Insurance Services Office form number CA 0001 (Ed. 1178) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. B. Minimum Limits of Insurance. DEVELOPER shall maintain limits no less than: 1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3) Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of$1,000,000 per accident. C. Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. DEVELOPER hereby declares that the insurance required under Paragraph 3(B)(1) contains (i) a $1,000,000 per occurrence self- insured retention for Bodily Injury and Property Damage Liability, (ii) a $2,000,000 per occurrence self-insured retention for third party action over actions and (iii) a $7,500,000 per occurrence self-insured retention for Home Builder's Limited Warranty Coverage, Construction Damage Liability Coverage and Fungi and Related Medical Payments ("GL SIR's"). The CITY hereby approves the GL SIR's. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: 1) General Liability and Automobile Liability Coverages. a) The CITY, its officers, agents, officials, employees and volunteers shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the DEVELOPER; products and completed operations of the DEVELOPER; premises owned, occupied or used by the DEVELOPER; or automobiles owned, leased, hired or 3 borrowed by the DEVELOPER. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. b) The DEVELOPER's insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the DEVELOPER's insurance and shall not contribute with it. c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CiTY, its officers, officials, employees or volunteers. d) The DEVELOPER's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive ail rights of subrogation against the CiTY, its officers, officials, employees and volunteers for losses arising from work performed by the DEVELOPER for the CiTY. 3) All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CiTY. Notwithstanding the foregoing, if an endorsement that would provide for thirty (30) days' prior written notice prior to one or more of the above actions is not commercially available, DEVELOPER shall be excused from providing an endorsement covering the action or actions, provided that in such circumstances, DEVELOPER shall give written notice to the CITY as soon as is practicable if DEVELOPER learns that its coverage has been suspended,.voided, cancelled by either party or reduced in coverage or in limits. a) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VIi. b) Verification of Coverage. DEVELOPER shall furnish CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to certify coverage on its behalf. The certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time provided; however, that if the policies are not yet available, the City will accept copies of the applicable binders. c) Subcontractors. DEVELOPER and/or DEVELOPER's general contractor shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each 4 subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4. Work Performance and Guarantee. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, DEVELOPER guarantees the Improvements executed by DEVELOPER and/or DEVELOPER's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to The Improvements, or otherwise delivered to CITY as a part of The Improvements pursuant to the Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after initial acceptance of the applicable portion of The Improvements by CITY. DEVELOPER shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within the one-year guarantee period without expense or charge of any nature whatsoever to CITY. DEVELOPER further covenants and agrees that when defects in workmanship and materials actually appear during the one-year guarantee period, and have been corrected, the guarantee period for the defected items shall automatically be extended for an additional year from the date of the completion of the repair to insure that such defects have actually been corrected. In the event the DEVELOPER shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days time, after being notified of the defect in writing, CITY shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and DEVELOPER shall pay to CITY on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, CITY shall have the right to immediately repair, or cause to be repaired, such defect, and DEVELOPER shall pay to CITY on demand all costs and expense of such repair. The foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of CITY. If CITY, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, DEVELOPER shall pay, in addition to actual costs and expenses of such repair or work, fifty percent (50%) of such costs and expenses for overhead and interest at the maximum rate of interest permitted by law accruing thirty (30) days from the date of billing for such work or repairs. 5. Inspection of the Work. DEVELOPER shall guarantee free access to CITY through its City Engineer and designated representative for the safe and convenient inspection of The Improvements throughout its construction. The CITY representative shall have the authority to reject all materials and workmanship which are not in accordance with the plans and specifications, and all such materials and or work shall be removed promptly by DEVELOPER and replaced to the satisfaction of CITY without any expense to CITY in strict accordance with the improvement plans and specifications_ 6. Agreement Assignment. This Agreement shall not be assigned by DEVELOPER without the written consent of CITY which shall not be unreasonably withheld, conditioned or delayed. 7. Abandonment of Work. 5 Neither DEVELOPER nor any of DEVELOPER's agents or contractors are or shall be considered to be agents of CITY in connection with the performance of DEVELOPER's obligations under this Agreement. If DEVELOPER refuses or fails to obtain prosecution of The Improvements, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extension thereof, or fails to obtain completion of The Improvements within such time, or if DEVELOPER should be adjudged as bankrupt, or should make a general assignment for the benefit of DEVELOPER's creditors, or if a receiver should be appointed, or if DEVELOPER, or any of DEVELOPER's contractors, subcontractors, agents or employees should violate any of the provisions of this Agreement, the CITY through its City Engineer may serve written notice on DEVELOPER and DEVELOPER's surety or holder of other security of breach of this Agreement, or of any portion, thereof, and default of DEVELOPER, and DEVELOPER shall have fifteen (15) days after receipt of such written notice to cure such default; provided that, if such cure cannot be reasonably effected within such fifteen (15) day period, such failure shall not be a default hereunder so long as DEVELOPER commences to cure such default in such fifteen (15) day period, and thereafter diligently prosecutes such cure to completion. In the event of any such notice of breach of this Agreement, DEVELOPER's surety shall have the duty to take over and complete The Improvements herein specified; provided, however, that if the surety, within thirty (30) days after the serving upon it of such notice of breach, does not give CITY written notice of its intention to take over the performance of the contract, and does not commence performance thereof within thirty (30) days after notice to CITY of such election, CITY may take over the work and prosecute the same to completion, by contract or by any other method CITY may deem advisable, for the account and at the expense of DEVELOPER and DEVELOPER's surety shall be liable to CITY for any damages and/or reasonable and documented excess costs occasioned by CITY thereby; and, in such event, CITY, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to DEVELOPER as may be on the site of the work and necessary therefore. All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid. Notices required to be given to CITY shall be addressed as follows: City Engineer City of Dublin 100 Civic Plaza Dublin, CA 94568 Notices required to be given to DEVELOPER shall be addressed as follows: Development Solutions WR LLC 4600 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 Attn: General Counsel Telephone: (612) 851-3000 Fax: (612) 851-3001 Email: notices @castlelake.com 6 With a copy to: Trumark Homes LLC 4185 Blackhawk Plaza Circle, Suite 200 Danville, CA 94506 Attn: Laura O'Brien Telephone: (925) 309-2502 Email: lobrien @trumarkco.com With a copy to: Isles Ranch Partners 60 South Sixth Street, Suite 2440 Minneapolis, MN 55402 Attn: Carol Racine Telephone: (61.2) 404-3003 Email: cracineCa.isles ranch.com Notices required to be given surety of DEVELOPER shall be addressed as follows: Any party or the surety may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 8. Use of Streets or Improvements. At all times prior to the final acceptance of The Improvements by CITY, the use of any or all streets and improvements within the work to be performed under this Agreement shall be at the sole and exclusive risk of DEVELOPER. The issuance of any building or occupancy permit by CITY for dwellings located within the tract shall not be construed in any manner to constitute a partial or final acceptance or approval of any or all such improvements by CITY. DEVELOPER agrees that CITY`s Building Official may withhold the issuance of building or occupancy permits when the work or its progress may substantially and/or detrimentally affect public health and safety. 9. Safety Devices. DEVELOPER shall provide and maintain such guards, watchmen, fences, barriers, regulatory signs, warning lights, and other safety devices adjacent to and on the tract site as may be necessary to prevent accidents to the public and damage to the property. DEVELOPER shall furnish, place, and maintain such lights as may be necessary for illuminating these fences, barriers, signs, and other safety devices. At the end of all work to be performed under this Agreement, all fences, barriers, regulatory signs, warning lights, and other safety devices (except such safety items as may be shown on the plans and included in the items of work) shall be removed from site of the work by the DEVELOPER, and the entire site left clean and orderly. 10. Acceptance of Work- 7 Upon notice of the completion of The Improvements and the delivery of a set of final as-built plans to CITY by DEVELOPER, CITY, through its City Engineer or his designated representative, shall examine The Improvements without delay, and, if found to be in accordance with the plans and specifications and this Agreement, and upon submittal of a warranty bond in the amount of 25% of the estimated cost of The Improvements that are within the Public right-of-way or Public easements, shall recommend acceptance of The Improvements to the City Council and, upon such acceptance, shall notify DEVELOPER or his designated agents of such acceptance and shall thereafter immediately release the Faithful Performance Bond and the Labor and Materials Bond. The City will not accept the Private Improvements and a warranty bond will not be needed for these Improvements; provided however, the CITY shall examine the Private Improvements as set forth above and shall notify DEVELOPER or his designated agents of their completion and shall thereafter immediately release the Faithful Performance Bond and the Labor and Materials Bond. 11. Patent and Copyright Costs. In the event that the plans and specifications require the use of any material, process or publication which is subject to a duly registered patent or copyright, DEVELOPER shall be liable for, and shall indemnify CITY from any fees, costs or litigation expenses, including attorneys' fees and court costs, which may result from the use of the patented or copyrighted material, process or publication. 12. Alterations in Plans and Specifications. Any alteration or alterations made in the plans and specifications which are a part of this Agreement or any provision of this Agreement shall not operate to release any surety or sureties from liability on any bond or bonds attached hereto and made a part hereof, and consent to make such alterations is hereby given,_and the sureties to the bonds hereby waive the provisions of Section 2819 of the Civil Code of the State of California. 13. Liability. bility. A. DEVELOPER Primarily Liable. DEVELOPER hereby warrants that the design and construction of The Improvements will not adversely affect any portion of adjacent properties and that all work will be performed in a proper manner. DEVELOPER agrees to indemnify, defend, release, and save harmless CITY, and each of its elective and appointive boards, commissions, officers agents and employees, from and against any and all loss, claims, suits, liabilities, actions, damages, or causes of action of every kind, nature and description, directly or indirectly arising from an act or omission of DEVELOPER, its employees, agents, or independent contractors in connection with DEVELOPER'S actions and obligations hereunder, excluding loss, claims, suits, liabilities, actions, damages, or causes of action caused by the negligence, gross negligence or willful misconduct of the City or its officers, officials, directors, agents, volunteers, contractors or employees; provided as follows: 1) That CITY does not, and shall not, waive any rights against DEVELOPER which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by CITY, or the deposit with CITY by DEVELOPER, of any of the insurance policies described in Paragraph 4 hereof- 8 2) That the aforesaid hold harmless agreement by DEVELOPER shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations referred to in this paragraph, except as set forth in Section A above, regardless of whether or not CITY has prepared, supplied, or approved of plans and/or specifications for the subdivision, or regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 3) Design Defect. If, in the reasonable opinion of the CITY, a design defect in the work of The Improvement becomes apparent during the course of construction, or within one (1) year following acceptance by the CITY of the improvements, and the design defect, in the reasonable opinion of the CiTY, may substantially impair the public health and safety, DEVELOPER shall, upon order by the CITY, correct the design defect at his sole cost and expense, and the sureties under the Faithful Performance and Labor and Materials Bonds shall be liable to the CITY for the corrective work required. 4) Litigation Expenses. In the event that legal action is instituted by either party to this Agreement, and the action seeks damages for breach of this Agreement or seeks to specifically enforce the terms of this Agreement, and, in the event judgment is entered in the action, the prevailing party shall be entitled to recover its attorneys'fees and court costs. If CITY is the prevailing party, CITY shall also be entitled to recover its attorney's fees and costs in any action against DEVELOPER's surety on the bonds provided under paragraph 3. 14. Recitals. The foregoing Recitals are true and correct and are made a part hereof. 16. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the parties and their successors in interest. No other person shall have any right of action based upon any provision of this Agreement except as set forth herein. 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. iN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate at Dublin, California, the day and year first above written. CITY OF DUBLIN DEVELOPMENT SOLUTIONS WR, LLC, a Delaware Limited Liability Company � F= By: By y City Manager Judd Gilat�Vice President of Development Solutions, WR, LLC Authorized Representative 9 ATTEST: City Clerk G:IDEVELOPMENT,PRIVATEMallis Ranch(see Dublin Ranch)1Agreementffract Improvement Agreement-Tract 8252.doc 10 RESOLUTION NO. - 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE AGREEMENT FOR LONG-TERM ENCROACHMENT FOR LANDSCAPE FEATURES FOR TRACT 8252, WALLIS RANCH WHEREAS, a Master Vesting Tentative Map for Tract 7515 for the project known as Wallis Ranch was approved by City Council Resolution No. 68-14 on May 20, 2014, with Conditions of Approval; and WHEREAS, the Final Map for Tract 8252 is a subdivision of Tract 7515, and subject to the Conditions of Approval set forth for Vesting Tentative Map Tract 7515; and WHEREAS, said Conditions of Approval require the developer to construct project- related landscape features within the public rights-of-ways; and WHEREAS, said Conditions of Approval require the developer to enter into an "Agreement for Long-Term Encroachment" for the maintenance of said landscape features; and WHEREAS, the developer has executed and filed with the City of Dublin a Tract Improvement Agreement to construct the required Tract improvements, including said landscape features; and WHEREAS, the developer has executed and filed with the City of Dublin an Agreement for Long Term Encroachment for Landscape Features with Tract 8252, Wallis Ranch, attached hereto as Exhibit "A", which will be recorded against the property concurrently with the Tract 8252 Final Map; NOW, THEREFORE, BE IT RESOLVED that said Agreement is hereby approved. BE IT FURTHER RESOLVED that the City Manager is hereby authorized by the City Council to execute the Agreement. BE IT FURTHER RESOLVED that the Clerk of this City Council is hereby directed to transmit said Agreement to the County Recorder for filing. PASSED, APPROVED AND ADOPTED this 1st day of September, 2015, by the following vote- AYES- NOES- ABSENT- ABSTAIN- ATTEST: Mayor City Clerk Recording Requested By: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 AGREEMENT FOR LONG TERM ENCROACHMENT FOR LANDSCAPE FEATURES WITH TRACT 8252, WALLIS RANCH THIS AGREEMENT FOR LONG TERM ENCROACHMENT FOR LANDSCAPE FEATURES WITH TRACT 8252 ("Agreement") is made between the City of Dublin("City") and DEVELOPMENT SOLUTIONS WR, LLC, a Delaware Limited Liability Company ("Owner"). 1. Property: The subject property is Tract 8252 as filed in Book of Maps at Pages , in the Official Records of the County of Alameda, State of California. 2. Developer: Developer is the Owner of Tract 8252, Wallis Ranch("Project"). 3. Landscape Features: Owner, as part of the Project, anticipates the construction of Project related landscape features within the City's rights of ways on the following streets with Tract 8252: Wallis Ranch Drive and Rutherford Drive (collectively, the "Landscape Features"). Construction details for these Landscape Features are shown on the following plan sets approved by the City on (the "Plans"). • Improvement Plans—Backbone Infrastructure - Wallis Ranch, prepared by MacKay& Somps • Landscape Plans—Backbone— Tract 8252— Wallis Ranch, prepared by Gates &Associates The scope of the Landscape Features covered under the Agreement is shown on the attached Exhibit"A". For purposes of this Agreement, the term"Landscape Features" shall not include those improvements owned and/or maintained by the City, as set forth in Section 6 below. 4. Encroachment Permit: Owner shall apply to the City for an encroachment permit for work to be performed pursuant to this Agreement. The City must grant 1 the encroachment permit for all work to install, operate and maintain the Landscape Features improvements, and all the conditions imposed by the City, if any, must be consistent with the provisions of this Agreement and the Plans. If there is a conflict between any provisions of this Agreement and the encroachment permit, the provisions of this Agreement shall prevail over the conditions of the encroachment permit. 5. Ownership: Owner shall own all special Landscape Features, including but not limited to monuments, walls, sidewalks, arches, fences, benches, irrigation, trees, tree wells and landscaping as shown on the Plans except as provided in Section 6 below. 6. Operations and Maintenance: Owner shall maintain and repair all the Landscape Features, including all frontage landscape plantings, irrigation, sidewalks,tree wells and street trees within the designated areas, in a safe manner consistent with the approved Plans at its sole cost and expense, including electric power and water cost. Owner will be responsible at its sole cost to replace or repair any Landscape Feature damaged or removed during the maintenance or repair of sewer, water, drainage or utility improvements by the City, Dublin San Ramon Service District or utility company, unless such damage or removal is caused by the negligence, gross negligence or willful misconduct of the City, Dublin San Ramon Service District or utility company or any of their officers, officials, directors, agents, volunteers, contractors or employees. The City will own and maintain at its sole cost and expense all asphalt concrete pavement, concrete curb and gutter, drainage improvements, traffic signs and striping, and streetlights in the public right of way, all of which shall not be included as Landscape Features for purposes of this Agreement. 7. Removal or Relocation: If future improvements proposed by the City conflict with any of the Landscape Features, following at least ten(10)business days prior written notice to Owner, the City may remove or reasonably relocate the Landscape Features at its sole cost and expense. If any of the Landscape Features are relocated,the City and Owner will cooperate in good faith to modify this Agreement or enter into a separate agreement to reflect the maintenance and operations of the Landscape Features at its new location. Provided, however, the City is under no obligation to relocate any of the Landscape Features. 8. Insurance: Owner shall obtain and maintain in effect a combined single limit policy of liability insurance not less than one million dollars ($1,000,000) covering the Landscape Features improvements and shall name the City as an additional insured. 9. Indemnification: Owner shall indemnify, defend and hold the City harmless from and against any and all loss, claims, liability damage or expense or cost the City may incur or become liable for or for which a claim is made by a third parry, due to or arising out of Owner's construction, maintenance or operations of the 2 Landscape Features unless caused by the negligence, gross negligence or willful misconduct of the City, its officers, officials, directors, agents, volunteers, contractors or employees. Following assignment of this Agreement to the Homeowners' Association, in no event shall the liabilities and obligations of the Homeowners' Association under this Agreement exceed the limits of insurance coverage required to be carried under Section 8 above. 10. Permanent: The Landscape Features and the rights appurtenant thereto as set forth in this Agreement shall exist in perpetuity, and are appurtenant to the Property. 11. Right to Assign: Owner may assign any or all rights, interests and obligations of Owner arising under this Agreement to the Homeowners' Association for Tract 8252 or to a successor in interest of Owner with respect to all or a portion of the Project provided that Owner provides written notice of this Agreement to the Homeowners' Association or successor in interest and provides the City a copy of such notice. 12. Successors and Assigns: Each reference to the "City" in this Agreement shall be deemed to refer to and include the City and all successors and assigns of City. All references to the "Owner" in this Agreement shall be deemed to refer to and include Development Solutions WR, LLC, a Delaware Limited Liability Company, and all successors and assigns to Development Solutions WR, LLC, a Delaware Limited Liability Company. 13. Notices: Any notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery if delivered personally to the party to whom notice is to be given(including messenger or recognized delivery or courier service) or on the second day after mailing, if mailed to the party to whom notice is to be given, by first-class mail,postage prepaid, and properly addressed as follows: City: City of Dublin 100 Civic Plaza Dublin, California 94568 Fax No. (925) 833-6651 Attn: City Manager Owner: Development Solutions WR, LLC 4600 Wells Fargo Center 3 90 South Seventh Street Minneapolis, MN 55402 Attn: General Counsel Telephone: (612) 851-3000 Fax: (612) 851-3001 Email: notices @castlelake.com With a copy to: Trumark Homes LLC 4185 Blackhawk Plaza Circle, Suite 200 Danville, CA 94506 Attn: Laura O'Brien Telephone: (925) 309-2502 Email: lobrien@trumarkco.com With a copy to: Isles Ranch Partners 60 South Sixth Street, Suite 2440 Minneapolis, MN 55402 Attn: Carol Racine Telephone: (612) 404-3003 Email: cracine @islesranch.com 14. Exhibits. All exhibits attached to this Agreement are incorporated herein as though they were set forth in full body of this Agreement. 15. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. 16. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and cannot be amended or modified except by a written agreement, executed by each of the parties hereto. 17. Attorneys' Fees. In the event of the bringing of any action or suit by either party against the other in connection with this Agreement, including but not limited to an alleged uncured material breach of this Agreement, the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit including, without limitation, court costs, reasonable 4 attorneys' fees, expert witness fees, and other professional fees resulting therefrom. 18. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the parties and their successors in interest. No other person shall have any right of action based upon any provision of this Agreement. 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts,taken together, shall constitute one and the same instrument. Dated this day of , 2015. CITY: THE CITY OF DUBLIN, a municipal corporation By: City Manager OWNER: DEVELOPMENT SOLUTIONS WR, LLC, a Delaware Limited Liability Company By < aame: Judd Gilats Vice President Title: 1809818.1 5 m'l nr%et)�0, 0ANWZVJM ALL-PURPOSE ACKNOWLEDGMENT CnnL CODE§ 1189 State of 5URmoia County of On before me, Date Here Insert Name and Title of the Officer personally appeared bo h V6 J Name(s)of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. i 09.-S'S' BONNIE LYNN WOLD Notary Public I certify under PENALii&F 9 LRY under the State of Minnesota laws of the State of hat the foregoing My Commission Expires paragraph is true and correct. January 3l , 2020 WITNESS my hand and official seal. Signature: Place Notary Seal Above SignatuM of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document (< and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: 4 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Individual ❑Individual _ ❑ Partner—❑Limited ❑General Tc of thumb here El Partner—El Limited ❑General p Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other- ❑Other: l Signer Is Representing: Signer Is Representing: a it ',�'�ti't=c"�'�'..^c'w�'z=k:''�-V't=C S�'�k�.`�4�`zv`c%C�'t=6`�5`�'0`.`�=6'�-V�`�r4„t=C�._'��'.�-C^•`F_.so`W',�l'v"r�`r=C�-�G`�U�-4."y!=4^�-�'�,��'''t=.WAS'=Ga'iU��=;�j�'�%cy`�:.G`r=CSC'` - ©2010 National Notary Association-NationalNotary.org•1-800-US NOTARY(1-600-876-6827) Item#5907 } i VO8 yilmss o Z 0 2 o O cfl m Q ' o f-- U o� -� V- F z tno W LLI W Ena: J = cc Law p (n LL] w� a� O O Ln D Wb o p U LJ1 Z C " =�i o U < Up (O d <� Cl m �U �Z 1HJIH ainNI.LNOO ®' �� 0 �( - /A 2 ® ® Ln o J < 0 1 a C N ie-f Q 1 ° aI _11 N Ln i O Z!mj CL Eno i W -1 S oz Z o can t tII z LLJ Qm ce < o 7 Z Q I O } O i - :r_d w L°u 0 If d O o Q F- � ,r ca s n 1>�6 ° m r �l cI h O H O N L�l O Q U O co m � o '. 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